Form: S-8

Securities to be offered to employees in employee benefit plans

Documents

S-8: Securities to be offered to employees in employee benefit plans

Published on

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 20, 2006
REGISTRATION NO. 333-

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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PITNEY BOWES INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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WORLD HEADQUARTERS
1 ELMCROFT ROAD
STAMFORD, CT 06926-0700
DELAWARE TELEPHONE NUMBER: (203) 356-5000 06-0495050
(STATE OR OTHER JURISDICTION OF ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE) (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>

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THE PITNEY BOWES STOCK PLAN
(FULL TITLE OF THE PLAN)

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MICHELE COLEMAN MAYES
SENIOR VICE PRESIDENT AND GENERAL COUNSEL COPIES TO:
PITNEY BOWES INC. RONALD O. MUELLER, ESQ.
WORLD HEADQUARTERS GIBSON, DUNN & CRUTCHER LLP
1 ELMCROFT ROAD 1050 CONNECTICUT AVENUE, N.W.
STAMFORD, CT 06926-0700 WASHINGTON, D.C. 20036
(203) 356-5000 (202) 955-8500

(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)


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CALCULATION OF REGISTRATION FEE

<TABLE>
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- ---------------------------------------------------------------------------------------------------------------
AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE(2)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, $1 PAR VALUE 20,499,195 $ 41.40 $848,666,673 $90,807.33
PER SHARE SHARES
- ---------------------------------------------------------------------------------------------------------------
</TABLE>


(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended
(the "Securities Act"), this registration statement also registers
such additional shares of Common Stock that become available under the
foregoing plan in connection with changes in the number of outstanding
Common Stock because of events such as recapitalizations, stock
dividends, stock splits and reverse stock splits, and any other
securities with respect to which the outstanding Shares are converted
or exchanged.

(2) Estimated solely for the purpose of calculating the registration fee.
The registration fee has been calculated in accordance with Rule
457(h)(1) and Rule 457(c) of the Securities Act based upon the average
of the high and low prices for the Registrant's Common Stock, par
value $1 per share on March 16, 2006 as reported by the New York Stock
Exchange, which was $41.40.


INTRODUCTION

This Registration Statement on Form S-8 is filed by Pitney Bowes Inc., a
Delaware corporation (the "Registrant" or the "Company") relating to 20,499,195
shares of the Company's Common Stock, par value $1 per share (the "Common
Stock"), to be issued under The Pitney Bowes Stock Plan (the "Plan").


PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act and the Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents previously filed with the Securities and Exchange
Commission ("Commission") are hereby incorporated by reference into this
Registration Statement:

1. The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2005, filed with the Commission on March 13, 2006.

2. The description of the Common Stock set forth under the caption
"Description of Registrant's Securities to be Registered" in the
Registrant's Registration Statement on Form 8-A filed with the
Commission on February 16, 1996 and as amended on January 16, 1998 and
December 19, 2003.

All reports and other documents that the Registrant subsequently files with the
Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities and
Exchange Act of 1934 (the "Exchange Act"), prior to the filing of a
post-effective amendment indicating that the Company has sold all of the
securities offered under this Registration Statement or that

deregisters the distribution of all such securities then remaining unsold, shall
be deemed to be incorporated by reference into this Registration Statement from
the date that the Company files such report or document.

Any statement contained in this Registration Statement or any report or document
incorporated into this Registration Statement by reference, however, shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in a subsequently dated report or
document that is also considered part of this Registration Statement, or in any
amendment to this Registration Statement, is inconsistent with such prior
statement, provided, however, that the documents enumerated above or
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act in each year during which the offering made by this
Registration Statement is in effect prior to the filing with the Commission of
the Registrant's Annual Report on Form 10-K covering such year shall not be
Incorporated Documents or be incorporated by reference in this Registration
Statement or be a part hereof from and after the filing of such Annual Report on
Form 10-K.

The Registrant's Exchange Act file number with the Commission is 001-03579.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law allows for indemnification
of any person who has been made, or threatened to be made, a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that he or she
is or was serving as a director, officer, employee or agent of the registrant or
by reason of the fact that he or she is or was serving at the request of the
registrant as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise. In certain circumstances,
indemnity may be provided against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement if the person acted in good
faith and in the manner reasonably believed by him to be in, or not opposed to,
the best interests of the registrant and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. In any
proceeding by or in the right of the registrant, no indemnification may be made
if the person is found to be liable to the corporation, unless and only to the
extent the court in which the proceeding is brought or the Delaware Court of
Chancery orders such indemnification.

Section 102(b)(7) of the Delaware General Corporation Law provides that a
certificate of incorporation may contain a provision eliminating or limiting the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director provided that such
provision shall not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 (relating to
liability for unauthorized acquisitions or redemptions of, or dividends on,
capital stock) of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit. The
Company's Restated Certificate of Incorporation includes a provision limiting
such liability.

The Restated Certificate of Incorporation of the Company provides that each
person who was or is made a party to or is threatened to be made a party to or
is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "proceeding"), by reason of the fact that he
or she, or a person of whom he or she is the legal representative, is or was a
director or officer of the Company or is or was serving at the request of the
Company as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee or agent
or in any other capacity while serving as a director, officer,



employee or agent, shall be indemnified and held harmless by the Company to the
fullest extent authorized by the Delaware General Corporation Law, as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Company to provide broader
indemnification rights than said law permitted the Company to provide prior to
such amendment), against all expense, liability and loss (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to
be paid in settlement) reasonably incurred or suffered by such person in
connection therewith and such indemnification shall continue as to a person who
has ceased to be a director, officer, employee or agent and shall inure to the
benefit of his or her heirs, executors and administrators. Such right to
indemnification is a contract right and includes the right to be paid by the
Company the expenses incurred in defending any such proceeding in advance of its
final disposition; provided, however, that, if the Delaware General Corporation
Law requires, the payment of such expenses incurred by a director or officer in
his or her capacity as a director or officer (and not in any other capacity in
which service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding, shall be made only upon delivery to
the Company of an undertaking, by or on behalf of such director or officer, to
repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to such indemnity.

The foregoing statements are specifically made subject to the detailed
provisions of the Delaware General Corporation Law and the Restated Certificate
of Incorporation of the Company.

The Company has a directors and officers liability insurance policy that will
reimburse the Company for any payments that it shall make to directors and
officers pursuant to law or the indemnification provisions of its Restated
Certificate of Incorporation and that will, subject to certain exclusions
contained in the policy, further pay any other costs, charges and expenses and
settlements and judgments arising from any proceeding involving any director or
officer of the Company in his or her past or present capacity as such, and for
which he may be liable, except as to any liabilities arising from acts that are
deemed to be uninsurable.

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

EXHIBIT NO. DESCRIPTION
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4.1 Restated Certificate of Incorporation, as amended

4.2 Certificate of Amendment to the Restated Certificate of
Incorporation

4.3 By-laws, as amended

5.1 Opinion of Gibson, Dunn & Crutcher LLP

10.1 The Pitney Bowes Stock Plan (as amended and restated as of
January 1, 2002), incorporated by reference to Annex 1 to the
registrant's Proxy Statement for the 2002 Annual Meeting of
Stockholders

23.1 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1)

23.2 Consent of PricewaterhouseCoopers LLP


ITEM 9. UNDERTAKINGS.

1. The undersigned Registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;

PROVIDED, HOWEVER, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement;

(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof; and

(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.

2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial BONA FIDE offering thereof.

3. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

[SIGNATURES ON THE NEXT PAGE]





SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Stamford, State of Connecticut, on this 17th day of March, 2006.


PITNEY BOWES INC.
(Registrant)

By: /s/ Michael J. Critelli
-----------------------
Name: Michael J. Critelli
Title: Chairman and Chief Executive
Officer




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NAME AND SIGNATURE TITLE DATE
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Chairman and Chief Executive
Officer (Principal Executive
/s/ Michael J. Critelli Officer) March 17, 2006
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Michael J. Critelli
Senior Vice President and Chief
Financial Officer (Principal
/s/ Bruce P. Nolop Financial Officer) March 17, 2006
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Bruce P. Nolop
Vice President - Finance and Chief
Accounting Officer
/s/ Steven J. Green (Principal Accounting Officer) March 17, 2006
- ------------------------------------------
Steven J. Green

/s/ Linda G. Alvarado Director March 17, 2006
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Linda G. Alvarado

/s/ Colin G. Campbell Director March 17, 2006
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Colin G. Campbell

/s/ Anne S. Fuchs Director March 17, 2006
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Anne S. Fuchs

/s/ Ernie Green Director March 17, 2006
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Ernie Green

/s/ James H. Keyes Director March 17, 2006
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James H. Keyes


/s/ John S. McFarlane Director March 17, 2006
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John S. McFarlane

/s/ Eduardo R. Menasce Director March 17, 2006
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Eduardo R. Menasce

/s/ Michael I. Roth Director March 17, 2006
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Michael I. Roth

/s/ David L. Shedlarz Director March 17, 2006
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David L. Shedlarz

/s/ Robert E. Weissman Director March 17, 2006
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Robert E. Weissman
</TABLE>






EXHIBIT INDEX
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SEQUENTIALLY
NUMBERED
EXHIBIT NO. DESCRIPTION PAGE
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4.1 Restated Certificate of Incorporation, as amended,
incorporated by reference to Exhibit (3)(a) to Form 10-Q as
filed with the Commission on August 14, 1996 (Commission
file number 1-3579). N/A

4.2 Certificate of Amendment to the Restated Certificate of
Incorporation (as amended May 29, 1996), incorporated by
reference to Exhibit (3)(a.1) to Form 10-K as filed with the
Commission on March 27, 1998 (Commission file number 1-3579) N/A

4.3 By-laws, as amended, incorporated by reference to Exhibit
3(ii)) to Form 10-Q as filed with the Commission on November
16, 1998 (Commission file number 1-3579) N/A

5.1 Opinion of Gibson, Dunn & Crutcher LLP 10

10.1 The Pitney Bowes Stock Plan (as amended and restated
effective January 1, 2002, incorporated by reference to
Annex 1 to the Proxy Statement for the Registrant's 2002 N/A
Annual Meeting of Stockholders

23.1 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit N/A
5.1)

23.2 Consent of PricewaterhouseCoopers LLP 12
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